Caretrust SEC Filings

FMR LLC filed a Schedule 13G/A (Amendment No. 1) reporting a passive beneficial ownership position in CareTrust REIT, Inc. (CTRE). FMR reports 11,514,687.40 shares, representing 5.2% of the common stock, with the event date 09/30/2025.

FMR lists 11,427,795.00 shares with sole voting power and 11,514,687.40 shares with sole dispositive power. Abigail P. Johnson is also a reporting person, with 0 voting power and sole dispositive power over 11,514,687.40 shares.

The certification states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control. The filing notes one or more other persons may have rights to dividends or sale proceeds, and no single such interest exceeds five percent of the class.

CareTrust REIT, Inc. (CTRE) expanded its Board to six directors and appointed Gregory K. Stapley, effective January 1, 2026. He is not expected to serve on any Board committee. Director compensation includes an annual cash retainer of $85,000 and an annual restricted stock award valued at $145,000, granted in conjunction with the annual meeting and vesting on the earlier of the first anniversary or the next annual meeting, subject to continued service. For service through the 2026 annual meeting, he will receive prorated cash.

The Board adopted amended and restated bylaws effective October 21, 2025. Key changes require compliance with universal proxy rules, including soliciting 67% of the voting power for director nominations or the nomination may be disregarded. The bylaws also tighten advance notice disclosures and representations, limit nominations to available seats, require in-person appearance to present business, clarify meeting chair authority, align electronic/virtual meeting provisions with Maryland law, and add the office of Chief Investment Officer.

BlackRock, Inc. filed an amended Schedule 13G (Amendment No. 4) disclosing beneficial ownership of 36,787,947 shares of CareTrust REIT, Inc. common stock, representing 16.5% of the class as of 09/30/2025. BlackRock reports sole voting power over 36,002,775 shares and sole dispositive power over 36,787,947 shares, with no shared voting or dispositive power.

BlackRock certifies the securities were acquired and are held in the ordinary course and not to change or influence control. Item 6 notes that iShares Core S&P Small-Cap ETF has an interest in CareTrust REIT common stock of more than five percent of the total outstanding common stock.

CareTrust REIT, Inc. announced that long-time Chief Financial Officer and Treasurer William M. Wagner will retire effective December 31, 2025, and then remain briefly as an employee to help transition his responsibilities. The Board has appointed Derek Bunker to become Chief Financial Officer and Treasurer effective January 1, 2026.

Mr. Bunker, age 37, is currently Senior Vice President of Strategy and Investor Relations and previously consulted on the Company’s acquisition of Care REIT plc. For 2026, his compensation package will include a $475,000 base salary, a short-term incentive target of $700,000 tied to performance metrics set by the Compensation Committee, and a long-term incentive target of $750,000 in time-based and performance-based equity awards. The Company stated there are no related-party relationships or special arrangements connected to his appointment.

CareTrust REIT, Inc. announced that long-time Chief Financial Officer and Treasurer William M. Wagner will retire effective December 31, 2025, and then remain briefly as an employee to help transition his responsibilities. The Board has appointed Derek Bunker to become Chief Financial Officer and Treasurer effective January 1, 2026.

Mr. Bunker, age 37, is currently Senior Vice President of Strategy and Investor Relations and previously consulted on the Company’s acquisition of Care REIT plc. For 2026, his compensation package will include a $475,000 base salary, a short-term incentive target of $700,000 tied to performance metrics set by the Compensation Committee, and a long-term incentive target of $750,000 in time-based and performance-based equity awards. The Company stated there are no related-party relationships or special arrangements connected to his appointment.

CareTrust REIT, Inc. reported an 8-K disclosing that it entered into an underwriting agreement for a securities offering with CTR Partnership, L.P. and a syndicate led by J.P. Morgan Securities LLC, BofA Securities, Inc. and RBC Capital Markets, LLC. The filing includes a legal opinion and consent from DLA Piper LLP (US), with the law firm also providing a consent for inclusion. The disclosure is limited to exhibit listings and does not state offering size, pricing, use of proceeds, or other financial terms.

CareTrust REIT is offering 20,000,000 shares of common stock at $32.00 per share, producing gross proceeds of $640.0 million and estimated net proceeds of approximately $614.1 million (or $706.2 million if the underwriters exercise their 3,000,000‑share option). The company will contribute the net proceeds to its Operating Partnership to fund new investments and to repay borrowings on its Revolving Credit Facility, which had roughly $65.0 million outstanding as of August 12, 2025. As of June 30, 2025, CareTrust owned or leased 400 healthcare properties representing 36,162 operational beds and units across 32 states and the U.K., and reported other real estate related investments with a carrying value of $840.9 million and a financing receivable of $97.3 million. The offering carries an underwriting discount of $1.28 per share ($25.6 million) and discloses that underwriter affiliates are lenders under company credit facilities and may receive a portion of the proceeds. Investors are referred to the incorporated SEC reports and the prospectus risk factors for additional detail.

CareTrust REIT is offering 15,500,000 shares of common stock, with an underwriter option for an additional 2,325,000 shares. The company intends to contribute net proceeds to its operating partnership to fund new investments and to repay borrowings on its revolving credit facility, approximately $65.0 million outstanding as of August 12, 2025. The prospectus notes a last reported NYSE sale price of $32.87 per share on August 11, 2025. As of June 30, 2025, CareTrust owned or had interests in 400 healthcare-related facilities with 36,162 operational beds and units across 32 states and the U.K., and reported other real-estate-related investments with a carrying value of $840.9 million and a financing receivable carrying value of $97.3 million. The offering would increase shares outstanding from 200,300,322 to 215,800,322 (or 218,125,322 if the option is fully exercised), and the charter includes ownership limits (generally 9.8%) and other transfer restrictions intended to preserve REIT status. The prospectus reiterates risk factors, use-of-proceeds details, underwriter arrangements and international and tax considerations incorporated by reference.

CareTrust REIT is offering 15,500,000 shares of common stock, with an underwriter option for an additional 2,325,000 shares. The company intends to contribute net proceeds to its operating partnership to fund new investments and to repay borrowings on its revolving credit facility, approximately $65.0 million outstanding as of August 12, 2025. The prospectus notes a last reported NYSE sale price of $32.87 per share on August 11, 2025. As of June 30, 2025, CareTrust owned or had interests in 400 healthcare-related facilities with 36,162 operational beds and units across 32 states and the U.K., and reported other real-estate-related investments with a carrying value of $840.9 million and a financing receivable carrying value of $97.3 million. The offering would increase shares outstanding from 200,300,322 to 215,800,322 (or 218,125,322 if the option is fully exercised), and the charter includes ownership limits (generally 9.8%) and other transfer restrictions intended to preserve REIT status. The prospectus reiterates risk factors, use-of-proceeds details, underwriter arrangements and international and tax considerations incorporated by reference.